exv4w1






Exhibit 4.1




THIRD SUPPLEMENTAL INDENTURE




     THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of August
11, 2008, entered into by and among FTD, Inc., a Delaware corporation (the “Company”), FTD Group,
Inc., a Delaware corporation and the parent corporation of the Company ( “Parent”), the other
Guarantors listed on the signature page attached hereto, each a subsidiary of the Company (each a
"Guaranteeing Subsidiary”), and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”). Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Indenture.



W I T N E S S E T H:




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of February 6, 2004, among the Company, the Guaranteeing Subsidiaries party thereto and the
Trustee, as supplemented by a supplemental indenture, dated as of February 24, 2004, among the
Company, the Guaranteeing Subsidiaries party thereto and the Trustee, as further supplemented by a
second supplemental indenture, dated as of February 14, 2005, among the Company, the Guaranteeing
Subsidiaries party thereto, Parent and the Trustee (collectively, and as amended or supplemented
from time to time, the “Indenture”), providing for the issuance of (and pursuant to which the
Company has issued) $175,000,000 aggregate principal amount of the Company’s 7.75% Senior
Subordinated Notes due 2014 (the “Notes”);



     WHEREAS, Parent has entered into an Agreement and Plan of Merger, dated as of April 30, 2008,
as amended by the First Amendment thereto, dated as of July 16, 2008 (as so amended, and as it may
be further amended from time to time, the “Merger Agreement”), with United Online, Inc., a Delaware
corporation (“UOL”), and UNOLA Corp., a Delaware corporation and an indirect wholly owned
subsidiary of UOL (“Acquisition Corp.”), pursuant to which on the terms and conditions set forth
therein, UOL agreed to acquire Parent through a merger of Parent with Acquisition Corp., with
Parent surviving as a wholly owned subsidiary of UOL;



     WHEREAS, the Company has offered to purchase for cash any and all outstanding Notes (the
"Tender Offer”) pursuant to an Offer to Purchase and Consent Solicitation Statement dated July 28,
2008 (the “Statement”);



     WHEREAS, pursuant to the Tender Offer, the Company also has requested that Holders of the
Notes deliver their consents (the “Consents”) with respect to certain amendments and waivers to the
Indenture;



     WHEREAS, pursuant to Section 9.2 of the Indenture, the Company, the Guaranteeing Subsidiaries
and the Trustee may amend or supplement the Indenture, the Notes and any Guarantee, with the
consent of the Holders of a majority in aggregate principal amount of then outstanding Notes not
owned by the Company, or by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company (the “Outstanding Notes”), and, subject to
Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a Payment Default resulting from an acceleration that has been rescinded) or
compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then Outstanding Notes;



     WHEREAS, the Holders of a majority of the Outstanding Notes have duly consented to the
proposed modifications and waivers set forth in this Third Supplemental Indenture in accordance
with Section 9.2 of the Indenture;



     WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee (i) a copy of resolutions of the Board of Directors of the Company authorizing the
execution of this Third Supplemental Indenture, (ii) evidence of the written consent of the Holders
set forth in the immediately preceding paragraph and (iii) the Officers’ Certificate and the
Opinion of Counsel described in Section 12.4 of the Indenture;



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Third
Supplemental Indenture have been complied with or have been done or performed; and



1









 







     WHEREAS, this Third Supplemental Indenture is effective as of the date upon which the
conditions set forth in Section 3.01 hereof (subject to the proviso set forth therein) are
satisfied, and the amendments and waivers effected by this Third Supplemental Indenture will become
operative with respect to the Notes at the Consent Acceptance Time (as defined herein).



     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Third Supplemental Indenture, might operate to limit such action, the
parties hereto, intending to be legally bound hereby, agree as follows.



ARTICLE ONE

AMENDMENTS




     SECTION 1.01. Amendments.



     (a) Amendment of Article IV. Subject to Section 3.01 hereof, the Indenture is hereby amended
by deleting the following provisions and all references thereto: Sections 4.3, 4.4, 4.5, 4.7, 4.8,
4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20, in each case, in their
entireties.



     (b) Amendment of Section 5.1. Subject to Section 3.01 hereof, Section 5.1 of the Indenture is
hereby amended to read, in its entirety, as follows:



     “Section 5.1 MERGER, CONSOLIDATION OR SALE OF ASSETS



     Except for the Merger, the Company shall not consolidate with or merge with or into another
Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of the
Company’s assets (such amounts to be computed on a consolidated basis), whether in a single
transaction or a series of related transactions, to another Person or group of affiliated Persons
or adopt a plan of liquidation, unless either (a) the Company is the continuing entity or (b) the
resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity
which receives the greatest value from such plan of liquidation is a corporation organized under
the laws of the United States, any state thereof or the District of Columbia and expressly assumes
by supplemental indenture all of the Company’s obligations in connection with the Notes and this
Indenture.”



     (c) Amendment of Section 6.1. Subject to Section 3.01 hereof, Section 6.1 of the Indenture is
hereby amended to delete subsections (c) through (h), inclusive, thereof and all references
thereto, and subsection (b) thereof is hereby amended to read, in its entirety, as follows:



     “(b) the Company’s failure to pay all or any part of the principal, or premium, if any, on the
Notes when and as the same become due and payable at maturity, redemption, by acceleration or
otherwise.”



     (d) Amendment of Section 8.4. Subject to Section 3.01 hereof, Section 8.4 of the Indenture is
hereby amended to:




	 	(i)	 	delete subsection (c) thereof, replacing it with the phrase “Intentionally Omitted”;
	 
	 	(ii)	 	add at the beginning of subsections (f) and (g) thereof the
phrase “in the case of an election under Section 8.2 hereof,”; and
	 
	 	(iii)	 	modify subsection (a) thereof to delete the reference to “the
Company” therein and replace such reference with the words “any person.”





     (e) Effective as of the date hereof, none of the Company, Parent, the Guaranteeing
Subsidiaries or the Trustee or any Holder of Notes shall have any rights, obligations or
liabilities under such deleted Sections, Article or subsections, and such deleted Sections, Article
or subsections shall not be considered in determining whether a Default or Event of Default has
occurred or whether any of the Company, Parent or the Guaranteeing Subsidiaries has observed,
performed or complied with the provisions of the Indenture.



 









 





     SECTION 1.02. Amendment of Definitions. Subject to Section 3.01 hereof, the Indenture is
hereby amended by deleting any definitions from the Indenture with respect to which references
would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.



ARTICLE TWO

WAIVERS




     SECTION 2.01. Waiver of Defaults. Effective as of the date hereof, any and all Defaults,
Events of Defaults and other defaults resulting from the consummation of the transactions
contemplated by the Merger Agreement, any transactions related thereto and any financing in
connection therewith are hereby waived.



ARTICLE THREE

MISCELLANEOUS




     SECTION 3.01. Effectiveness. This Third Supplemental Indenture supplements the Indenture
with respect to the Notes and shall be a part and subject to all of the terms thereof. Except as
supplemented hereby, the Indenture shall continue in full force and effect.



          This Third Supplemental Indenture shall take effect on the date that each of the following
conditions shall have been satisfied or waived:



     (a) each of the parties hereto shall have executed and delivered this Third Supplemental
Indenture; and



     (b) the Company shall have received written consent to these amendments and waivers from the
Holders of at least a majority in principal amount of the outstanding Notes;



     provided, however, that the amendments and waivers set forth in Sections 1.01, 1.02 and 2.01
of this Third Supplemental Indenture shall become operative only upon and simultaneously with, and
shall have no force and effect prior to, the “Consent Acceptance Time,” which is following the
Expiration Date (as defined in the Statement) and immediately prior to the Merger Effective Time
(as defined in the Statement);



     provided further, that if the Merger Effective Time does not occur within 3 business days
following the Expiration Date, this Third Supplemental Indenture shall be void ab initio, as if
such Third Supplemental Indenture never became effective.



     SECTION 3.02. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND
RULES 327(b).



     SECTION 3.03. No Representations by Trustee. The recitals contained herein shall be taken as
the statement of the Company, and the Trustee assumes no responsibility for the correctness or
completeness of the same.



     SECTION 3.04. Counterparts. This Third Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall constitute but one
and the same instrument.



[signature pages follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed all as of the date hereof.



	 	 	 	 	 
	 	THE COMPANY:



FTD, INC.

 	 
	 	By:  	/S/ BECKY SHEEHAN
 	 
	 	 	Name:  	Becky Sheehan 	 
	 	 	Title:  	EVP and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GUARANTEEING PARENT ENTITY:



FTD GROUP, INC.

 	 
	 	By:  	/S/ BECKY SHEEHAN
 	 
	 	 	Name:  	Becky Sheehan 	 
	 	 	Title:  	EVP and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GUARANTEEING SUBSIDIARIES:


FLORISTS’ TRANSWORLD DELIVERY, INC.

 	 
	 	By:  	/S/ BECKY SHEEHAN
 	 
	 	 	Name:  	Becky Sheehan 	 
	 	 	Title:  	EVP and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	FTD.COM INC.

 	 
	 	By:  	/S/ BECKY SHEEHAN
 	 
	 	 	Name:  	Becky Sheehan 	 
	 	 	Title:  	EVP and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	FLOWERS USA, INC.

 	 
	 	By:  	/S/ JON R. BURNEY
 	 
	 	 	Name:  	Jon R. Burney 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	FTD HOLDINGS INCORPORATED

 	 
	 	By:  	/S/ JON R. BURNEY
 	 
	 	 	Name:  	Jon R. Burney 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	RENAISSANCE GREETING CARDS, INC.

 	 
	 	By:  	/S/ JON R. BURNEY
 	 
	 	 	Name:  	Jon R. Burney 	 
	 	 	Title:  	Secretary 	 
	 




 









 





	 	 	 	 	 
	 	VALUE NETWORK SERVICES, INC.

 	 
	 	By:  	/S/ JON R. BURNEY
 	 
	 	 	Name:  	Jon R. Burney 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	FTD INTERNATIONAL CORPORATION

 	 
	 	By:  	/S/ JON R. BURNEY
 	 
	 	 	Name:  	Jon R. Burney 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	THE TRUSTEE:


U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/S/ RAYMOND S. HAVERSTOCK
 	 
	 	 	Name:  	Raymond S. Haverstock	 
	 	 	Title:  	
Vice President